As the company reported in its Sept. 11, 2008 Form 8-K filing with the Securities and Exchange Commission (SEC), upon the appointment of the Conservator on Sept. 6, 2008, in accordance with the Regulatory Reform Act, the Federal Housing Finance Agency (FHFA), as Conservator and by operation of law, immediately succeeded to all rights, titles, powers, and privileges of Fannie Mae, and of any director of Fannie Mae with respect to Fannie Mae and its assets. Accordingly, the Board of Directors no longer had the power or duty to manage, direct, or oversee the business and affairs of Fannie Mae. On Nov. 24, 2008, FHFA, as Conservator, reconstituted Fannie Mae's Board of Directors and directed Fannie Mae regarding the function and authorities of the Board of Directors. The directors of Fannie Mae serve on behalf of the Conservator and exercise their authority as directed by the Conservator.
FHFA has directed that our Board will have a minimum of nine and not more than 13 directors.
Pursuant to the Company's Bylaws, our Board of Directors has the following standing committees: Audit, Compensation, Executive, Nominating & Corporate Governance (N&CG), Risk Policy & Capital (RP&C), and Strategic Initiatives.
|Board Members||Independent Director||Executive||Audit||Compensation||Nominating & Corporate Governance||Risk Policy & Capital||Strategic
|Philip A. Laskawy, Chair||X||Chair||X|
|William Thomas Forrester*||X||
|Brenda J. Gaines*||X||X||X||Chair|
|Frederick B. "Bart" Harvey III||X||X||X||X|
|Robert H. Herz*||X||X||X||X|
|Egbert L. J. Perry||X||X||X||X|
|David H. Sidwell||X||X||X||Chair|
|Timothy J. Mayopoulos||X|
|*Audit Committee Financial Expert|
The Executive Committee
The Executive Committee has all the authority of the Board during the interim periods between Board meetings, except for certain specified powers that are stated in the Fannie Mae Bylaws.
The Audit Committee
The Audit Committee oversees (a) the accounting, reporting, and financial practices of the Corporation and its subsidiaries, including the integrity of the Corporation's financial statements and internal control over financial reporting; (b) the Corporation's compliance with legal and regulatory requirements; (c) the external auditor's qualifications and independence; (d) the performance of the Corporation's internal audit function and the Corporation's external auditor; and (e) the Corporation's technology and operations environment.
*Audit Committee Financial Expert
The Compensation Committee
In consultation and with the approval of the Conservator, where appropriate, the Compensation Committee discharges the responsibilities of, or makes recommendations to, the Board relating to the appointment and compensation of Fannie Mae's senior management; oversees and advises the Board on the adoption of policies that govern certain annual compensation and stock ownership plans consistent with the Board's Delegation of Authority to the CEO and reservation of powers and as provided by Fannie Mae's plans; reviews and discusses with management the compensation discussion and analysis (CD&A) for inclusion in Fannie Mae's annual report or proxy statement, as applicable; and produces the report of the committee to accompany the CD&A in such annual report or proxy statement.
The Nominating & Corporate Governance Committee
The Nominating & Corporate Governance Committee identifies individuals qualified to become members of the Board, consistent with criteria approved by the Board; recommends directors to be elected by the Board to fill any vacancies; develops and recommends to the Board a set of corporate governance principles; and plays a leadership role in shaping Fannie Mae's corporate governance.
The Risk Policy & Capital Committee
The Risk Policy & Capital Committee assists the Board in overseeing Fannie Mae's capital management and risk management, including overseeing the management of credit risk, market risk, liquidity risk, and operational risk.
The Strategic Initiatives Committee
The Strategic Initiatives Committee assists the Board in overseeing Fannie Mae's implementation of key strategic initiatives.
Page last revised: 02/04/13